Mitchell Kevin J 4

What Happened

• Kevin J. Mitchell, Executive Vice President and Chief Financial Officer of Phillips 66 (PSX), exercised a total of 30,000 stock options and sold 30,000 shares during May 2026.
• Details: on 2026-05-08 he exercised 5,400 options at $94.85 and 24,000 options at $94.97 (total exercise cost about $2,791,410 for those two tranches) and sold 29,400 shares at a weighted average near $170.00 (proceeds about $4,998,147). On 2026-05-11 he exercised 600 options at $94.97 (about $56,981) and sold 600 shares at $171.56 (proceeds $102,936). Total exercise outlay ≈ $2.85M; total sale proceeds ≈ $5.10M.
• These transactions are exercises of stock options (transaction code M) followed by open‑market sales (S); the filings show the derivative instruments were converted (disposition at $0) as part of the exercise.

Key Details

• Dates & prices:
  • 2026-05-08: exercised 5,400 @ $94.85 and 24,000 @ $94.97; sold 29,400 @ weighted avg ≈ $170.00 (sales ranged $170.00–$170.095 per footnote).
  • 2026-05-11: exercised 600 @ $94.97; sold 600 @ $171.56.
• Aggregate amounts: exercised 30,000 options; sold 30,000 shares; sales proceeds ≈ $5,101,083; exercise cost ≈ $2,848,391.
• Shares owned after transaction: these transactions (exercise + sale of the resulting shares) net to zero change in share count from this activity; the filing also notes 31,849 Restricted Stock Units that will settle 1-for-1 into shares (footnote F2). The filing excerpt provided does not state total common shares owned after all holdings.
• Notable footnotes:
  • F1: The option exercises and sales were made solely at the direction of the reporting person’s ex‑spouse pursuant to a domestic relations order; the ex‑spouse will retain the after‑tax proceeds.
  • F3: The reported sale price for 29,400 shares is a weighted average; sales occurred at prices ranging $170.00–$170.095.
  • F4/F5: The exercised options vested in earlier years (installments beginning Feb 6, 2019 and Feb 5, 2020).
• Timeliness: Form 4 was filed on 2026-05-12 for transactions dated 2026-05-08 and 2026-05-11 — the filing is timely under the 2 business‑day rule.

Context

• These were option exercises followed by immediate open‑market sales of the acquired shares (i.e., not a straight purchase). Because the sales were directed by the reporting person’s ex‑spouse under a domestic relations order and the ex‑spouse will retain the after‑tax proceeds, the transactions should not be read as a simple expression of the insider’s personal market view.
• For retail investors: purchases (buys) are generally more informative about insider sentiment than routine option exercises and sales done for cash‑raising or legal/settlement reasons. This filing documents a common pattern — exercise of vested options with subsequent sale of the shares.